Larsen & Toubro Limited convened a meeting of its equity shareholders on August 4, 2026, pursuant to orders of the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, to seek approval for a Scheme of Arrangement between the company and its wholly-owned subsidiary, L&T Realty Properties Limited (LTRPL). The meeting was held through Video Conferencing / Other Audio-Visual Means, commencing at 3:00 P.M. (IST) and concluding at 4:21 P.M. (IST), with 116 equity shareholders in attendance. The resolution for approval of the scheme was passed by the requisite special majority under Section 230(6) of the Companies Act, 2013.

Meeting Overview and Proceedings

The meeting was chaired by Mr. Kuldeep Kumar Kareer, appointed by the Tribunal as Chairperson, with Mr. S. N. Subrahmanyam, Chairman & Managing Director, briefing shareholders on the salient features and benefits of the proposed scheme. The Scrutinizer for the meeting was Ms. Jyoti Kholia, Practising Company Secretary (Membership No. FCS 9803, COP No. 12224), appointed by the NCLT. Remote e-voting was made available to shareholders from July 31, 2026 at 9:00 A.M. (IST) to August 3, 2026 at 5:00 P.M. (IST), with e-voting at the meeting also facilitated for those who had not cast votes through remote e-voting.

Key details of the meeting are summarised below:

Voting Results

The resolution for approval of the Scheme of Arrangement received an overwhelming majority of votes in favour. The following table presents the detailed voting outcome across shareholder categories:

The Scrutinizer's consolidated report confirmed that 4,907 equity shareholders (95.82% of total voters) voted in favour through remote e-voting and e-voting at the meeting, representing 97,98,34,038 votes or 99.07% of valid votes cast. A total of 214 shareholders (4.18%) voted against the resolution, accounting for 92,01,100 votes or 0.93% of valid votes. No invalid votes were recorded.

Details of the Scheme of Arrangement

Addressing shareholders at the meeting, Mr. S. N. Subrahmanyam outlined the key terms and rationale of the proposed scheme. The Realty Undertaking of Larsen & Toubro is proposed to be transferred to LTRPL as a going concern through a slump sale at an enterprise value of ₹6300 Crs. The consideration will be discharged through the issuance of fully paid-up equity shares by LTRPL to the company. LTRPL will continue to remain a wholly-owned subsidiary of Larsen & Toubro, with no change in ownership, voting rights, or shareholder interests as a consequence of the transaction.

Key highlights of the scheme as presented to shareholders include:

• All assets, liabilities, contracts, approvals, licences, employees and business operations associated with the Realty business will transfer to LTRPL in accordance with the scheme.
• Employees will continue without interruption of service, with all existing benefits protected.
• Customer relationships, ongoing projects and contractual arrangements will continue seamlessly.
• The Realty business has an estimated development potential of approximately 71 million square feet across key markets including Mumbai, Navi Mumbai, Bengaluru, NCR and Chennai.
• During FY 2025-26, the L&T Realty Business Unit achieved pre-sales of approximately ₹10,000 Crs and contributed about 0.59% of the consolidated revenue.
• The proposed structure is intended to provide greater flexibility to access growth capital, attract strategic partners and engage with sector-focused investors.

Regulatory and Compliance Framework

The scheme has been formulated under Sections 230 to 232 of the Companies Act, 2013 and is subject to approval by the NCLT, Mumbai Bench, along with other requisite regulatory consents. The NCLT had issued its initial order on June 12, 2026, with rectification orders dated June 16, 2026 and June 25, 2026, in Company Application No. CA (CAA) 59/MB-III/2026. Observation letters were also issued by BSE Limited on March 18, 2026 and by the National Stock Exchange of India Limited on March 19, 2026. The voting results and Scrutinizer's Report have been submitted to the stock exchanges and uploaded on the company's website at https://investors.larsentoubro.com/listing-compliance.aspx , in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

What Happened

Larsen & Toubro has received a confirmed work order valued at Rs 15,000 crore from Adnoc offshore. The scope involves the development of multiple offshore facilities through a consortium arrangement, with LTEH Offshore acting as the lead partner. The contract covers engineering, procurement, construction, installation and commissioning (EPCIC) of new offshore facilities alongside upgrades to existing infrastructure.

Order In Financial Context

The Rs 15,000 crore order value equates to approximately 20.2% of the company's average quarterly revenue of Rs 74,246.57 crore. When viewed against the broader disclosed pipeline, the total disclosed order book sums to Rs 15,000 crore across 2 orders (sum of the 2 orders disclosed across the last 3 fiscal quarters shown in the table below). This backlog represents 0.20 quarters of average quarterly revenue coverage. As a confirmed work order, this value is firm and executable, contributing directly to future revenue recognition once project milestones are met.

Company Order Track Record

Order inflow has remained robust, with ultra-mega contracts securing large-scale industrial and energy projects. The current Rs 15,000 crore win is consistent with the magnitude of recent awards, reinforcing the company's capability to secure high-value international and domestic mandates. Inflow velocity shows stability with major single-quarter wins rather than fragmented smaller orders.

Execution And Revenue Quality

Consolidated revenue has shown resilience, with operating profit margins (OPM) fluctuating between 10.36% and 12.59% over the last three quarters. No net losses were recorded, indicating stable execution quality. The conversion of backlog to revenue appears steady, supported by consistent net profit generation across all reported periods.

Revenue Growth - Order Wins Translating To Revenue

As Larsen & Toubro has sustained order wins, with significant inflows from energy and steel sectors in recent quarters, its annual revenue has grown from Rs 158,788.30 crore in FY22 to Rs 292,569.10 crore in FY26, representing a YoY growth of +12.5% based on the latest annual data. This historical trend demonstrates that past order book accumulation has effectively translated into top-line expansion.

Working Capital And Execution Capacity

The balance sheet indicates a current ratio of 1.25x, providing adequate short-term liquidity to fund working capital requirements for new projects. Operating cashflow stood at Rs 16,741 crore in FY26, generating positive free cashflow of Rs 11,931.80 crore after capex. However, the total liabilities/equity ratio is 2.52x, which includes trade payables and other non-debt liabilities rather than just interest-bearing debt. Monitoring whether receivables collection cycles remain efficient as the order book expands is recommended.

What To Watch

• Execution rate: Monitor quarterly revenue run-rate against total backlog to assess acceleration or slowdown in project delivery.
• OPM trajectory on new orders vs historical average: Margin quality on complex offshore EPCIC contracts may differ from domestic civil projects.
• Client concentration: Assess what percentage of the disclosed order book comes from top clients like Adnoc offshore and Kuwait Oil Company (Koc).
• Working capital efficiency: Track operating cashflow trends to ensure backlog growth does not strain liquidity due to extended receivables.

Key Observations

• Contract structure: This is a confirmed work order for EPCIC services. Revenue recognition will proceed based on project milestones and completion certificates issued by Adnoc offshore.
• Valuation check (as of 04 Aug 2026): P/E of 28.0x against ROCE of 16.35%. At the time of this article, valuation was pricing in execution improvement not yet visible in return ratios. (P/E is price-derived and will change; ROCE is from audited financials)
• Leverage flag: Total Liabilities/Equity of 2.52x; balance sheet carries elevated liabilities, and ability to fund working capital for the existing backlog should be monitored.